The overall objective this research program is to better understand the role of cognitive factors in human autonomic orienting and classical conditioning. Four experiments are proposed. (1) The first experiment involves the development of a semi-continuous secondary task in order to measure allocation of cognitive processing capacity during the elicitation of autonomic orienting responses (ORs) by task-significant stimuli. The aim is determine whether elicitation and habituation of autonomic ORs are associated with measurable changes in the allocation of cognitive processing capacity. (2) The second experiment involves the measurement of "conscious processing" and "capacity allocation" during the presentation of differnt types of stimuli in the non-attended channel of a dichotic listening paradigm. The aim is to determine whether conscious processing of words in the nonattended channel requires capacity allocation and to develop and refine task parameters to be used in the third experiment. (3) The third experiment involves the measurement of autonomic responses to different types of stimuli presented in the nonattended channel of a dichotic listening paradigm. The aim is to determine whether words which are neither consciously procesed nor associated with capacity allocation are capable of eliciting autonomic ORs, and whether this phenomenon differs for the two cerebral hemispheres. (4) The fourth experiment involves the measurement of autonomic ORs to stimuli presented in the nonattended visual field. The aim is to test essentially the same hypotheses addressed in the third experiment except with visual stimuli and with dextral and sinistral subjects. The research has intertwined theoretical and mental health implications. The mental health implications include understanding the cognitive mechanisms of the deficits in autonomic orienting found in various psychopathological groups, and understanding the role of verbal mediation in the acquisition and performance of psychophysiological/emotional responding.